Ghimpelman v. Bercovici

Ghimpelman v. Bercovici

Majority held that the tenure of the president and secretary expired with the maximum lawful term of the directors; because the newly constituted board showed no majority will to retain the incumbents and a deadlock existed, the holding‑over doctrine did not apply and quo warranto was the correct remedy to remove officers who no longer had majority support.

Citation
[1957] SCR 128
Parties
Appellant/defendant: Israel Ghimpelman; Appellant/defendant: Stuart Idelson; Respondent/plaintiff: Dame Taube Bercovici; Respondent/plaintiff: Baruch Halpern; Respondent/plaintiff: Israel Halpern
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
22 January 1957
Procedural Posture
Quo Warranto; Corporate Officers Dispute Under Companies Act / Appeal to the Supreme Court of Canada on Leave From Quebec Court of Queen's Bench (final Adjudication)
Outcome
Appeal dismissed; judgment of lower courts affirmed; appellants removed from offices
Legal Topics
Officers' Tenure, Holding Over Doctrine, Quo Warranto, Mandate/agency, Directors' Powers
Source Language
English
Commercial Law Corporate Law Civil Procedure Officers' Tenure Holding Over Doctrine Quo Warranto Mandate/agency Directors' Powers

Case Brief

Summary, issues, holding and outcome

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Parties

Israel Ghimpelman

Appellant/defendant

Stuart Idelson

Appellant/defendant

Dame Taube Bercovici

Respondent/plaintiff

Baruch Halpern

Respondent/plaintiff

Israel Halpern

Respondent/plaintiff

Procedural Posture

Quo Warranto; Corporate Officers Dispute Under Companies Act / Appeal to the Supreme Court of Canada on Leave From Quebec Court of Queen's Bench (final Adjudication)

Legal Issues

  1. 1 Did officers elected without specified term continue in office by holding over after re‑election of directors?
  2. 2 Whether the tenure of president and secretary expires with the term of the directors under the Quebec Companies Act
  3. 3 Whether quo warranto was the appropriate remedy to remove officers who lacked majority support

Ratio Decidendi

Majority held that the tenure of the president and secretary expired with the maximum lawful term of the directors; because the newly constituted board showed no majority will to retain the incumbents and a deadlock existed, the holding‑over doctrine did not apply and quo warranto was the correct remedy to remove officers who no longer had majority support.

Court Disposition

Appeal dismissed; judgment of lower courts affirmed; appellants removed from offices

Orders

  • Appeal dismissed with costs
  • Judgment maintaining writ of quo warranto declaring appellants illegally occupying the offices of president and secretary and dispossessing them